XPEL Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
$XPEL
Industrial Specialties
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Acquisition of San Antonio Facility
On May 15, 2026, XPEL, Inc. (the “Company”), through Harvest Ventures Holding Company, a Texas corporation and wholly-owned subsidiary of the Company (“Harvest”), completed the acquisition (the “Acquisition”) of the real property and improvements constituting the Company’s current San Antonio, Texas storage, fabrication and warehouse facility and certain adjoining properties located at 3167 North PanAm Expressway, San Antonio, Texas, 3215 North PanAm Expressway, San Antonio, Texas, 3251 North PanAm Expressway, San Antonio, Texas and 3319 North PanAm Expressway, San Antonio, Texas (the “Properties”). The Company had previously assigned its rights under the real estate purchase agreement for the Properties to Harvest. The aggregate purchase price for the Properties was approximately $60,400,000.
Building Loan
In connection with the Acquisition, on May 15, 2026, Harvest entered into a loan agreement (the “Building Loan”) with PNC Bank, National Association (the “Lender”), secured by the Properties. The Building Loan has a principal amount of $44,800,000, bears interest at the sum of (A) the Term SOFR Rate in effect on each Reset Date (each as defined in the Note included as Exhibit 10.2) plus (B) 125 basis points (1.25%), matures on May 15, 2036 (ten years from the closing date), and amortizes over a twenty-five (25) year schedule. The interest rate at closing was 4.7% per annum. The Company has guaranteed the obligations of Harvest under the Building Loan (the “Guaranty”).
The Building Loan is subject to customary representations, warranties, covenants, and events of default. Upon the occurrence of an event of default, the Lender may, among other remedies, accelerate the outstanding principal balance and accrued interest, foreclose on the Properties, and exercise its rights under the Guaranty.
The foregoing description of the Building Loan, the Note and the Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of the Building Loan Agreement, the Note and the Guaranty, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
Amendment to Credit Facility
On May 15, 2026, the Company entered into an amendment (the “Credit Facility Amendment”) to its existing credit facility with Wells Fargo Bank, National Association (the “Credit Facility”). The Credit Facility Amendment permits Harvest to incur the Building Loan indebtedness and the Company to (i) guarantee the Building Loan obligations pursuant to the Guaranty, (ii) assign the real estate purchase agreement for the Properties to Harvest, and (iii) make an equity investment of up to $18,000,000 in Harvest and in Harvest Industrial Corporation (a wholly-owned subsidiary of the Company formed to hold an air permit required by the Texas Commission on Environmental Quality) in connection with the Acquisition and certain other expenditures related to the Properties.
The foregoing description of the Credit Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility Amendment, a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
The real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment contain representations and warranties that XPEL made as of specific dates. Except for their status as contractual documents that establish and govern the legal relations among the parties, the real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment are not intended to be a source of factual, business or operational information about any of the parties thereto. The representations and warranties were made as of specific dates, only for purposes of the proposed transactions, and solely for the benefit of the parties to the real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment. These representations and warranties may be subject to limitations agreed between the parties, including being qualified by disclosures between the parties. The representations and warranties may have been made to allocate risks among the parties, including where the parties do not have complete knowledge of all facts, instead of establishing matters as facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such
representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment. Moreover, information concerning the subject matter of such representations and warranties may change after the date of these representations and warranties, which may or may not be fully reflected in the parties’ public disclosures.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Acquisition of San Antonio Facility” is incorporated herein by reference. The Acquisition was funded with proceeds from the Building Loan and an equity contribution of $15,600,000 from the Company to Harvest.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the headings “Building Loan” and “Amendment to Credit Facility” is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 19, 2026, XPEL issued a press release disclosing the transactions described above as well as its acquisition of a 75% interest in a manufacturing facility located in China.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
10.1* | |||||
10.2 | |||||
10.3* | |||||
10.4* | |||||
10.5* | |||||
10.6* | |||||
10.7 | |||||
10.8 | |||||
99.1 | |||||
Exhibit No. | Description | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* | The exhibits and schedules to these documents have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company will furnish copies of such omitted exhibits and schedules to the Securities and Exchange Commission upon request. Descriptions of such exhibits and schedules are set forth in the documents. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XPEL, Inc. | |||||
| Dated: May 20, 2026 | By: /s/ Barry R. Wood | ||||
| Barry R. Wood | |||||
| Senior Vice President and Chief Financial Officer | |||||